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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT February 3, 2005
(Date of Earliest Event Reported)
VERINT SYSTEMS INC.
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(Exact name of registrant as specified in its charter)
Commission File No. 0-15502
Delaware 11-3200514
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(State of Incorporation) (I.R.S. Employer
Identification No.)
330 South Service Road, Melville, New York 11747
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(Address of principal Zip Code
executive offices)
Registrant's telephone number, including area code: (631) 962-9600
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
Verint Systems Inc. grants various awards to its directors under the 2004
Stock Incentive Compensation Plan (the "Incentive Plan"). A form of award grant
is attached hereto as an exhibit and is hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed as part of this Report:
Exhibit No. Description
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10.1 Form of Agreement evidencing a grant of Stock Options under
the Verint Systems Inc. 2004 Stock Incentive Compensation
Plan.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VERINT SYSTEMS INC.
By: /s/Igal Nissim
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Name: Igal Nissim
Title: Chief Financial Officer
Dated: February 3, 2005
EXHIBIT INDEX
Exhibit No. Description
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10.1 Form of Agreement evidencing a grant of Stock Options under
the Verint Systems Inc. 2004 Stock Incentive Compensation
Plan.
_________ __, 200_
[Name of Recipient]
Dear [Recipient]:
Pursuant to the terms and conditions of the company's 2004 Stock Incentive
Comp Plan (the 'Plan'), you have been granted options to purchase [NUMBER]
shares (the 'Option') of stock as outlined below.
Granted To: [NAME]
[SOCIAL SECURITY NUMBER]
Grant Date: [DATE]
Options Granted: [NUMBER]
Option Price per Share: $[PRICE] Total Cost to Exercise: $[AMOUNT]
Expiration Date: [DATE][10 YEARS FROM GRANT]
Vesting Schedule: 25% on [FIRST CALENDAR QUARTER AFTER GRANT]
25% on [SECOND CALENDAR QUARTER AFTER GRANT]
25% on [THIRD CALENDAR QUARTER AFTER GRANT]
25% on [FOURTH CALENDAR QUARTER AFTER GRANT]
By my signature below, I hereby acknowledge receipt of this Option granted
on the date shown above, which has been issued to me under the terms and
conditions of the Plan. I further acknowledge receipt of the copy of the Plan
and agree to conform to all of the terms and conditions of the Option and the
Plan.
Signature: ______________________________________ Date: ________________
VERINT SYSTEMS INC.
Stock Option Agreement
This STOCK OPTION AGREEMENT governs the terms and conditions of the stock
option (the "Option") specified in the Notice of Grant of Stock Options and
Option Agreement delivered herewith (the "Notice of Grant") entitling the person
to whom the Notice of Grant is addressed (the "Grantee") to purchase from Verint
Systems Inc. (the "Corporation") the number of shares (the "Shares") of the
Corporation's Common Stock, par value $.001 per share (the "Common Stock")
indicated in the Notice of Grant, subject to adjustment.
1. The Option. The Option is granted pursuant to the Corporation's Stock
Option or Compensation Plan indicated in the Notice of Grant (the "Plan") and is
effective from and after the effective date specified in the Notice of Grant
(the "Date of Grant"). The Grantee, by executing the Notice of Grant and
accepting the Option, acknowledges that the Option is in all respects subject to
and governed by the terms of this Agreement and of the Plan. The Grantee
acknowledges receipt of the Plan and that the provisions of the Plan are
incorporated herein by reference in their entirety.
2. The Option Price. The purchase price of the Shares issuable upon
exercise of the Option is the price specified in the Notice of Grant, subject to
adjustment as provided in the Plan (the "Option Price"), which price is agreed
to be not less than the fair market value of the Shares as of the Date of Grant.
3. Exercise of Option.
(a) The exercise of the Option and the acquisition, holding and disposition
of the Shares shall be subject to the terms and provisions of the Plan and this
Agreement. Neither the Grantee nor the Grantee's legal representatives, legatees
or distributees shall be or be deemed to be the holder of any of the Shares
unless and until the Option shall have been duly exercised and certificates
representing such Shares shall have been issued. Upon payment of the Option
Price in accordance with the terms hereof, the Shares shall be fully paid and
nonassessable.
(b) Except as otherwise expressly provided in this Agreement or in the
Plan, the Option shall become exercisable in the following intervals (the
"Exercising Dates"): (i) one-quarter of the total number of Shares shall become
exercisable ___________; (ii) the second-quarter of the total number of Shares
shall become exercisable ___________; (iii) the third-quarter of the total
number of Shares shall become exercisable ___________; and (iv) the final and
fourth-quarter of the total number of Shares shall become exercisable
___________, provided that the Grantee shall be a full-time employee or remain
in the service (if a Director or Consultant) of the Corporation or any parent or
subsidiary of the Corporation at the time of the respective Exercising Date.
Following the occurrence of each such Exercising Date, the Option shall remain
exercisable as to the Shares for which it becomes exercisable at that date until
it is exercised in full or terminates. In no event shall the Option be
exercisable after the expiration of ten years from the Date of Grant.
(c) Not less than fifteen nor more than thirty calendar days prior to the
date upon which all or any portion of the Option is to be exercised, the person
at the time entitled to exercise the Option (the "Option Holder") shall deliver
to the Corporation written notice (the "Notice") of his election to exercise all
or a part of the Option, which Notice shall specify the date for the exercise of
the Option and the number of Shares in respect of which the Option is to be
exercised. The date specified in the Notice shall be a business day of the
Corporation.
(d) On the date specified in the Notice, the Option Price of the Shares in
respect of which the Option is exercised shall be paid in full by the Option
Holder, and the Corporation shall deliver to the Option Holder certificates
representing the number of Shares in respect of which the Option is being
exercised, registered in his name. All or any portion of such payment must be
made in immediately available United States dollars; no other form of payment
will be accepted.
(e) Unless a registration statement under the Securities Act of 1933, as
amended (the "Securities Act"), permitting the sale and delivery of the Shares
upon exercise of the Option shall be in effect at the date of such exercise, the
Shares shall be issued only in reliance on the Option Holder's representations
made hereby and effective the date of such issuance that such Shares are being
acquired for investment and not with a present view to distribution; that the
Option Holder understands that the Shares have not been registered under the
Securities Act and cannot be sold, transferred, pledged or hypothecated unless a
registration statement under the Securities Act is in effect with respect
thereto or the Corporation has received an opinion of counsel, satisfactory to
it, to the effect that such registration is not required; that the Option Holder
has such knowledge and experience in financial and business matters as is
necessary to evaluate the risks of the investment represented by the purchase of
the Shares and is able to bear the economic risk of such investment; that the
Option Holder is purchasing the Shares based on an independent evaluation of the
long-term prospects of the Corporation; and that the Option Holder has been
furnished with such financial and other information relating to the Corporation
as the Option Holder has requested. The Corporation may require, as a condition
of the issuance of any Shares upon the exercise of the Option, that the person
exercising the Option execute and deliver to the Corporation such certificates,
agreements or other instruments as in the judgment of the Corporation may be
necessary or otherwise appropriate to assure that the Shares are issued in
accordance with the Securities Act and all other applicable laws and regulations
and that the certificates representing the Shares issued upon such exercise bear
any restrictive legend required for such purpose. If, and to the extent that, in
the judgment of the Corporation the exercise of the Option may, under applicable
laws or regulations in effect at the time of exercise, subject the Corporation
to any obligation to withhold or pay amounts for federal, state, local, social
security, or any other taxes, the exercise of the Option and the issuance of any
Shares thereunder shall be subject to such conditions, including the payment of
funds to the Corporation or the offset of amounts otherwise payable by the
Corporation, as the Corporation may determine to be necessary or otherwise
appropriate to satisfy such obligation.
4. Adjustment of Option. The number of Shares issuable upon exercise of the
Option, or the amount and kind of other securities issuable in addition thereto
or in lieu thereof upon the occurrence of certain events specified in the Plan,
shall be determined and subject to adjustment, as the case may be, in accordance
with the procedures specified therein. Any such adjustment shall be made to the
nearest whole share, and no fractional shares shall be issued as a result of any
adjustment pursuant to this Section. Any such adjustment (whether or not notice
is given) shall be effective and binding for all purposes of the Plan.
5. Transfer of Option; Termination of Employment or Service. Neither the
Option nor any interest therein shall be assignable or transferable except as
expressly permitted by, and in accordance with the applicable terms and
conditions of, the Plan. If the employment or service of the Grantee is
terminated for any reason or if the Grantee shall retire or die while in the
employ or service of the Corporation or any of its subsidiaries, or during the
period in which the Option may be exercised after the termination of the
Grantee's employment or service, subject to the applicable terms and conditions
of this Agreement, the Option may be exercised within the time limits described
in the Plan by the person or persons specified therein.
6. Miscellaneous.
(a) As a condition of the grant of the Option, the Grantee hereby agrees,
for himself and his personal representatives, successors and assigns, that any
dispute which may arise under or as a result of the application of the terms and
conditions of this Agreement or the Plan shall be determined by the Board of
Directors of the Corporation or any Committee thereof to whom the administration
of the Plan is delegated thereunder, which determination shall be final, binding
and conclusive.
(b) The existence of the Option shall not be deemed to constitute or confer
upon the Option Holder any rights as a shareholder of the Corporation prior to
its exercise, and shall not be deemed to affect in any way the right or power of
the Corporation or its shareholders to make or authorize to be made (i) any
adjustments, recapitalizations, reorganizations or other changes in the capital
structure or business of the Corporation, (ii) any merger or consolidation of
the Corporation with or into any other corporation or entity, (iii) any issue of
bonds, debentures or capital stock entitling the holders thereof to rights,
preferences or privileges superior to the holders of shares of Common Stock in
respect of such shares, (iv) the dissolution or liquidation of the Corporation,
or the sale or transfer of all or any part of its assets or business or (v) any
other corporate act or proceeding, whether of a similar character or otherwise.
(c) In the event that the Option Holder shall at any time sell any of the
Shares, he shall give written notice of such sale to the Corporation not later
than ten days after the date thereof, which notice shall state the number of
Shares sold and the amount received upon such sale.
(d) This Agreement shall be binding upon and shall inure to the benefit of
any successor or assign of the Corporation and, to the extent provided herein
and in the Plan, shall be binding upon and inure to the benefit of the Grantee's
legal representatives, successors and assigns.
(e) This Agreement shall be governed by and construed in accordance with
the laws of the State of New York applicable to contracts made and to be
performed entirely in such State.
(f) This Agreement, together with the Notice of Grant and the Plan,
constitutes the entire agreement and understanding between the Corporation and
the Grantee relative to the subject matter hereof and may be amended, modified
or superseded, except as otherwise expressly provided in the Plan, only by a
written instrument duly executed by the party or parties sought to be bound
thereby.